SYSTEMAX INC (Form: 8-K, Received: 12/30/2009 13:36:11)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 30, 2009

______________________________

(Exact name of registrant as specified in its charter)

Delaware	1-13792	11-3262067
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 Harbor Park Drive

Port Washington, New York 11050

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 30, 2009, the Company entered into amendments to its employment agreements with Gilbert Fiorentino, Chief Executive of the Company’s Technology Products Group , and Lawrence P. Reinhold, Executive Vice President and Chief Financial Officer of the Company, in order to effect ministerial modifications in accordance with applicable tax regulations. These amendments do not increase their compensation or create additional expense for the Company. The amendments are attached hereto as Exhibits 10.1, 10.2 and 10.3 and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits

10.1

Amendment No. 1 to Employment Agreement between Gilbert Fiorentino and the Company.

10.2

Amendment No. 1 to Restricted Stock Unit Agreement between Gilbert Fiorentino and the Company.

10.3

Amendment No. 1 to Employment Agreement between Lawrence P. Reinhold and the Company.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYSTEMAX INC.


	By:	/s/ Curt Rush
	Name:	Curt Rush
	Title:	General Counsel and Secretary

Date: December 30, 2009

10.1

Amendment No. 1 to Employment Agreement between Gilbert Fiorentino and the Company.

10.2

Amendment No. 1 to Restricted Stock Unit Agreement between Gilbert Fiorentino and the Company.

10.3

Amendment No. 1 to Employment Agreement between Lawrence P. Reinhold and the Company.

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Amendment No. 1, dated as of December 30, 2009 (this “Amendment”), to the Employment Agreement (the “Agreement”), dated as of October 12, 2004 but effective as of June 1, 2004 by and among SYSTEMAX INC., a Delaware corporation (the "Parent" or the "Company") and GILBERT FIORENTINO (the "Executive").

RECITALS

WHEREAS, the Company and the Executive desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Additional Provisions . The following provisions shall be added as Sections 5.12 and 5.13 of the Agreement:

5.12 DELAY IN PAYMENTS. Notwithstanding anything else herein to the contrary, any payment scheduled to be made to the Executive after Executive’s termination of employment shall not be made until the date six months after the date of the termination of employment to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations.

5.13 IMMEDIATE PAYMENT. Any payment or delivery of shares that is made within 30 days after the occurrence of an event shall be deemed to have been made immediately upon the occurrence of such event.

2. Effectiveness . This Amendment shall be deemed effective as of the date first above written, as if executed on such date. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

3. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

4. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Employment Agreement to be duly executed by their respective authorized officers as of the date first above written.

SYSTEMAX INC.


By:
	Name:
	Title:


		By: Gilbert Fiorentino

[Signature Page to Amendment No. 1 to Employment Agreement]

Exhibit 10.2

AMENDMENT NO. 1 TO RESTRICTED STOCK UNIT AGREEMENT

Amendment No. 1, dated as of December 30, 2009 (this “Amendment”), to the Restricted Stock Unit Agreement (the "Agreement") dated as of October 12, 2004 but effective as of June 1, 2004, by and between SYSTEMAX INC., a Delaware corporation (the "Company"), and GILBERT FIORENTINO (the "RECIPIENT").

RECITALS

WHEREAS, pursuant to Section 8 of the Agreement, the Agreement may be amended by the mutual written agreement of the Company and the Recipient; and

WHEREAS, the Company and the Recipient now desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Amendment to Section 4 . Section 4(a) (also referred to as Section 10(a)) of the Agreement is hereby amended by adding the following to the end thereof:

and PROVIDED, FURTHER that for the purpose of this section, an event or events will not constitute a Change in Control unless such event or events also constitute a change in control under Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations.

2. Additional Provisions . The following provisions shall be added as paragraphs (d) and (e) to Section 4 (also referred to as Section 10) of the Agreement:

(d) Notwithstanding anything else herein to the contrary, any payment or delivery of shares scheduled to be made to the Recipient after Recipient’s termination of employment shall not be made until the date six months after the date of the termination of employment to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations.

(e) Any payment or delivery of shares that is made within 30 days after the occurrence of an event shall be deemed to have been made immediately upon the occurrence of such event.

3. Effectiveness . This Amendment shall be deemed effective as of the date first above written, as if executed on such date. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

4. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of Florida and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

5. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Restricted Stock Unit Agreement to be duly executed by their respective authorized officers as of the date first above written.

SYSTEMAX INC.


By:
	Name:
	Title:


		By: Gilbert Fiorentino

[Signature Page to Amendment No. 1 to Restricted Stock Unit Agreement]

Exhibit 10.3

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Amendment No. 1, dated as of December 30, 2009 (this “Amendment”), to the Employment Agreement (the “Agreement”), dated as of January 17, 2007 by and among SYSTEMAX INC., a Delaware corporation (the “Company") and LAWRENCE P. REINHOLD (the "Employee").

RECITALS

WHEREAS, the Company and the Employee desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Additional Provision . The following provision shall be added as paragraph (h) to Section 4 of the Agreement:

(h) Delayed Payment . Notwithstanding anything else herein to the contrary, any payment scheduled to be made to the Employee after Employee’s termination of employment shall not be made until the date six months after the date of the termination of employment to the extent necessary to comply with Section 409A(a)(B)(i) and applicable Treasury Regulations.

3. Governing Law . This Amendment shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Employment Agreement to be duly executed by their respective authorized officers as of the date first above written.

SYSTEMAX INC.


By:
	Name:
	Title:


		By: Lawrence P. Reinhold

[Signature Page to Amendment No. 1 to Employment Agreement]